DEF 14A of Saia Inc
Filed Mar 18, 2024 · FY20230001193125-24-069637
Director Nominees (page 2)
Director Nominees (page 2) The Board of Directors currently consists of ten directors, and the terms of these directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as directors for terms expiring at the 2025 annual meeting of stockholders. Each nominee is currently a director of Saia and if elected at the upcoming annual meeting, these nominees will continue as directors. Proxies cannot be voted for a greater number of persons than the ten nominees named herein
Director Nominees (page 2)
| Name | Age | Director Since | Primary Occupation | Committee Memberships | | Di-Ann Eisnor* | 51 | 2017 | Chief Executive Officer of Journey Builders, Inc. d/b/a Crews by Core | Compensation and Human Capital | | Donna E. Epps* | 59 | 2019 | Retired Partner, Deloitte LLP | Audit, Nominating and Governance | | John P. Gainor, Jr.* | 67 | 2016 | Retired Chief Executive Officer and President of International Dairy Queen, Inc. | Nominating and Governance | | Kevin A. Henry* | 56 | 2021 | Executive Vice President and Chief People Officer at PulteGroup, Inc. | Audit, Compensation and Human Capital | | Frederick J. Holzgrefe, III | 56 | 2019 | President & Chief Executive Officer of Saia, Inc. | None | | Donald R. James* | 51 | 2021 | Chief Executive Officer at Solero Technologies, LLC | Audit | | Randolph W. Melville*± | 65 | 2015 | Retired Senior Vice President and General Manager, Western Division of Frito-Lay North America | Compensation and Human Capital, Nominating and Governance | | Richard D. O’Dell | 62 | 2006 | Chairman of the Board and Retired Chief Executive Officer of Saia, Inc. | None | | Jeffrey C. Ward* | 65 | 2006 | Vice President & Partner at A.T. Kearney, Inc. | Compensation and Human Capital, Nominating and Governance | | Susan F. Ward* | 63 | 2019 | Retired VP and Chief Accounting Officer of United Parcel Service, Inc. | Audit |
Director Nominees (page 2)
| * Independent Director |
Director Nominees (page 2)
| ± | Lead Independent Director for 2023 |
2023 Compensation Summary
| Name & Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Frederick J. Holzgrefe, III President & Chief Executive Officer (PEO) | 910,000 | — | 3,382,889 | 1,277,276 | 160,694 | 5,730,859 | | Douglas L. Col Executive Vice President & Chief Financial Officer (PFO) | 523,120 | — | 1,070,024 | 533,981 | 82,661 | 2,209,786 | | Raymond R. Ramu Executive Vice President & Chief Customer Officer | 570,960 | — | 1,414,938 | 582,877 | 88,188 | 2,656,962 | | Patrick D. Sugar Executive Vice President of Operations | 491,573 | — | 1,218,358 | 501,826 | 68,854 | 2,280,612 | | Rohit Lal Executive Vice President & Chief Information Officer | 394,160 | — | 366,516 | 251,500 | 72,539 | 1,084,714 |
INFORMATION CONCERNING DIRECTOR NOMINEES
INFORMATION CONCERNING DIRECTOR NOMINEES The following tables set forth certain information regarding each nominee for director of the Company. The information presented includes information provided to the Company by each nominee including such person’s name, age, principal occupation and business experience for at least the past five years, the names of other publicly-held companies of which such person currently serves as a director or has served as a director during the past five years and the year in which the nominee first became a director of Saia.
DI-ANN EISNOR
DI-ANN EISNOR
DI-ANN EISNOR
| | Director Since: 2017 Age: 51 Committee Membership: • Compensation and Human Capital |
DI-ANN EISNOR
Qualifications: Ms. Eisnor is the co-founder and serves as Chief Executive Officer of Journey Builders, Inc. d/b/a Crews by Core, a venture-backed construction labor marketplace, since 2019. Ms. Eisnor was an executive of The We Company, a real estate leasing company and a part of the We Work Companies, from February 2019 until her departure in October 2019. In this position, she was responsible for development of their cities platform. Prior to that time, she was Director of Growth of Waze Inc., a crowd-sourced navigation and real-time traffic application owned by Alphabet, Inc. Ms. Eisnor was with Waze starting in 2009, when she founded its U.S. office. Prior to joining Waze, Ms. Eisnor was co-founder and Chief Executive Officer of Platial Inc., a collaborative, user-generated cartographic website. Ms. Eisnor brings to the Board significant entrepreneurial experience with disruptive technologies focused on the transportation industry and in building and leading marketing services and geo-mapping businesses. Current: Ms. Eisnor serves as an independent director and member of the audit committee, nominating and corporate governance committee and chair of the compensation committee of CXApp Inc. (formerly KINS Technology Group).
DI-ANN EISNOR
| 6 | SAIA, INC. | 2024 Proxy Statement |
DONNA E. EPPS
DONNA E. EPPS
DONNA E. EPPS
| | Director Since: 2019 Age: 59 Committee Membership: • Audit • Nominating and Governance |
DONNA E. EPPS
Qualifications: Ms. Epps was with Deloitte LLP, a multi-national professional services network, for over 31 years. Ms. Epps served as an attest Partner of Deloitte LLP from 1998 through 2003 and as a Risk and Financial Advisory Partner of Deloitte LLP from 2004 until her retirement in 2017. Ms. Epps brings to the Board significant audit, governance, risk and compliance experience as a provider of attest and consulting services to private and public companies across multiple industries. Ms. Epps qualifies as an “audit committee financial expert.” Current: Ms. Epps serves as an independent director and member of the nominating and corporate governance committee and chair of the audit committee of Texas Pacific Land Corporation and as an independent director and chair of the audit committee and member of the compensation and nominating and corporate governance committees of Texas Roadhouse, Inc.
DONNA E. EPPS
| 2024 Proxy Statement | SAIA, INC. | 7 |
DONNA E. EPPS
JOHN P. GAINOR, JR.
DONNA E. EPPS
| | Director Since: 2016 Age: 67 Committee Membership: • Nominating and Governance |
DONNA E. EPPS
Qualifications: Mr. Gainor served as the President and Chief Executive Officer of International Dairy Queen, Inc., a multi-national fast food chain and a subsidiary of Berkshire Hathaway, from 2008 until his retirement in 2017. Mr. Gainor was with International Dairy Queen starting in 2003 and served as its Chief Supply Chain Officer prior to being named President and CEO. From 2000-2003, Mr. Gainor was President and Co-Founder of Supply Solutions, Inc., a company that focused on designing and implementing supply chain solutions and business expansion models for major restaurant chains and consumer products companies. Mr. Gainor has also held various executive positions focusing on logistics, supply chain and transportation with Consolidated Distribution Corporation, AmeriServe Distribution Corporation, and Warner Lambert Corporation. Mr. Gainor brings significant business experience to the Board as the former President and Chief Executive Officer of an internationally-known fast food restaurant chain, and based on over 40 years’ of experience in logistics, supply chain and transportation. Previous: He previously served as an independent director and member of the nominating and governance committee of Bloomin’ Brands, Inc. from 2020 to 2023. He also served as an independent director and member of the audit and finance committees of Jack in the Box Inc. from 2019 to 2021. He also served as an independent director and member of the compensation committee of TreeHouse Foods, Inc. from 2021 to 2022.
DONNA E. EPPS
| 8 | SAIA, INC. | 2024 Proxy Statement |
DONNA E. EPPS
| | Director Since: 2021 Age: 56 Committee Membership: • Audit • Compensation and Human Capital |
DONNA E. EPPS
Qualifications: Mr. Henry has served as Executive Vice President and Chief People Officer at PulteGroup, Inc., a residential home construction company, since June 2023. He was previously Chief People Officer at BlueLinx Holdings Inc., a wholesale distributor of building and industrial products, from March 2022 to June 2023 and Executive Vice President and Chief Human Resources Officer at Extended Stay America, a national hotel company, from 2014 to 2022. From 2010 to 2014, Mr. Henry served as Senior Vice President and Chief Human Resources Officer of Snyder’s-Lance, Inc., a national snack food company. Prior to that, Mr. Henry served in a variety of positions at Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, including as Chief Human Resources Officer from 2007 to 2010 and Senior Vice President of Human Resources from 2001 to 2007. Mr. Henry brings to the Board significant experience in employee relations, organizational development and human capital management.
FREDERICK J. HOLZGREFE, III
FREDERICK J. HOLZGREFE, III
FREDERICK J. HOLZGREFE, III
| | Director Since: 2019 Age: 56 Committee Membership: • None |
FREDERICK J. HOLZGREFE, III
Mr. Holzgrefe has been President and Chief Executive Officer of Saia, Inc. since April 2020. He served as President and Chief Operating Officer of Saia, Inc. from May 2019 to April 2020 and as President, Chief Operating Officer and Chief Financial Officer from January 2019 to May 2019. Previously, he was Executive Vice President and Chief Financial Officer of the Company from July 2017 to January 2019. Mr. Holzgrefe joined the Company in September 2014 as Vice President and Chief Financial Officer of the Company. Mr. Holzgrefe’s prior experience includes tenure in food and technology businesses and banking and financial advisory services. Mr. Holzgrefe brings extensive knowledge about the Company and its operations to the Board. He also has significant operational and financial experience in a broad range of industrial and distribution related businesses.
FREDERICK J. HOLZGREFE, III
| 2024 Proxy Statement | SAIA, INC. | 9 |
DONALD R. JAMES
DONALD R. JAMES
DONALD R. JAMES
| | Director Since: 2021 Age: 51 Committee Membership: • Audit |
DONALD R. JAMES
Dr. James has served as the Chief Executive Officer of Solero Technologies, LLC, a global supplier of solenoids, accumulators and control modules to the automotive industry and industrial sector, since April 2022. Previously, he was President of the Americas for Joyson Safety Systems, a provider of safety components and systems to automotive and non-automotive markets, from 2019 to 2021. Dr. James was with Continental A.G., a multi-national automotive parts manufacturing company, starting in 2005 and led various functional areas primarily related to automotive safety, technology development and production. He served as Continental A.G.’s Vice President of Hydraulic Brake Systems for North America from 2017 to 2019. Dr. James brings to the Board significant commercial vehicle industry experience in the technology space around alternative fuels, vehicle safety and autonomy. In addition, he brings experience with sustainability and green initiatives.
DONALD R. JAMES
| 10 | SAIA, INC. | 2024 Proxy Statement |
RANDOLPH W. MELVILLE
RANDOLPH W. MELVILLE
RANDOLPH W. MELVILLE
| | Director Since: 2015 Age: 65 Committee Membership: • Compensation and Human Capital • Nominating and Governance |
RANDOLPH W. MELVILLE
Qualifications: Mr. Melville was the Senior Vice President and General Manager for the Western Division of PepsiCo’s Frito-Lay North America, a manufacturer, marketer and seller of convenience foods, until his retirement in 2017. In that position, he was accountable for all aspects of the company’s western division performance, including sales, operations, supply chain, finance, human resources and strategic planning. Prior to his 20-plus years at Frito-Lay, Mr. Melville served as a Senior Vice President at Maytag Corporation from 1999-2001 and held various sales and marketing leadership positions with Procter & Gamble Distributing Company from 1981 to 1993. Mr. Melville brings significant national sales, marketing, operations and supply chain experience to the Board. Mr. Melville also has substantial expertise in the areas of distribution, international business and human resources. Mr. Melville serves as Saia’s Lead Independent Director.
Other Public Company Directorships
Other Public Company Directorships Current: Mr. Melville serves on the Board of Trustees and is a member of the distribution and technology committee and human resources, nominating and corporate governance committee of The Northwestern Mutual Life Insurance Company and serves as an independent director and member of the audit and nominating and governance committees of GMS, Inc. Previous: Mr. Melville previously served as an independent director and member of the compensation committee of Interline Brands, Inc.
RICHARD D. O’DELL
RICHARD D. O’DELL
RICHARD D. O’DELL
| | Director Since: 2006 Age: 62 Committee Membership: • None |
RICHARD D. O’DELL
Mr. O’Dell is Non-Executive Chairman of the Board of Directors of Saia, Inc. He served as Chief Executive Officer of Saia, Inc. from December 2006 until his retirement in April 2020. Mr. O’Dell joined the Company in 1997 and served in various executive and financial positions until his appointment as Chief Executive Officer. Mr. O’Dell brings extensive knowledge and understanding of the Company and the LTL industry to the Board through his experience as the former Chief Executive Officer of the Company. Additionally, he has experience in public accounting as a certified public accountant.
RICHARD D. O’DELL
| 2024 Proxy Statement | SAIA, INC. | 11 |
JEFFREY C. WARD
JEFFREY C. WARD
JEFFREY C. WARD
| | Director Since: 2006 Age: 65 Committee Membership: • Compensation and Human Capital • Nominating and Governance |
JEFFREY C. WARD
Qualifications: Mr. Ward is a Vice President and Partner of A.T. Kearney, Inc., a global management consulting firm. Mr. Ward joined A.T. Kearney, Inc. in 1991. Mr. Ward’s experience at A.T. Kearney is focused on the North American transportation market. Additionally, he has experience in a privately-held LTL company. Mr. Ward brings to the Board significant knowledge in the areas of transportation, corporate and marketing strategy, post-merger integration, restructuring and privatization, network operations, mergers and acquisitions and operations effectiveness.
SUSAN F. WARD
SUSAN F. WARD
SUSAN F. WARD
| | Director Since: 2019 Age: 63 Committee Membership: • Audit |
SUSAN F. WARD
Qualifications: Ms. Ward served as Vice President and Chief Accounting Officer of United Parcel Service, Inc., a multi-national shipping and supply chain management company, from 2015 until her retirement in 2019. Prior to her appointment as Chief Accounting Officer she served in various finance-and accounting-related positions during her 27 years at UPS. Prior to UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services. Ms. Ward brings years of industry experience as a senior financial executive of a multi-national transportation business, as well as public accounting and non-profit board experience. Ms. Ward qualifies as an “audit committee financial expert.” Current: Ms. Ward serves as an independent director and chair of the audit committee of Ecovyst Inc. and as an independent director, member of the risk management & compliance committee and chair of the audit & finance committee of Global Business Travel Group, Inc.
SUSAN F. WARD
| 12 | SAIA, INC. | 2024 Proxy Statement |
Director Compensation
Director Compensation Our non-employee directors receive annual compensation as shown in the tables below for service on the Board. Director compensation is approved by the Board based on the recommendation of the Compensation and Human Capital Committee, except the Compensation and Human Capital Committee sets the number of shares of restricted stock to be issued to non-employee directors each year. To assist the Compensation and Human Capital Committee in its recommendation, the Committee’s executive compensation consultant conducts an annual review of Saia’s non-employee director compensation program to assess the competitiveness of the compensation program for non-employee directors and advises the Committee of recent market trends as to director compensation. As part of the review, the consultant analyzes Saia’s non-employee director compensation relative to a composite of peer group data and relevant cross-industry survey data. Based in part on the consultant’s study, the Compensation and Human Capital Committee annually makes a recommendation concerning non-employee director compensation for approval by the full Board. The amounts payable to non-employee directors for 2023 are indicated below:
Director Compensation
| • | Annual retainer of $65,000 |
Director Compensation
| • | Additional annual retainers for the following: |
Director Compensation
| – | Chairman - $100,000 |
Director Compensation
| – | Lead Independent Director - $20,000 |
Director Compensation
| – | Audit Committee Chair - $15,000 |
Director Compensation
| – | Audit Committee Member - $10,000 |
Director Compensation
| – | Compensation and Human Capital Committee Chair - $15,000 |
Director Compensation
| – | Compensation and Human Capital Committee Member - $7,500 |
Director Compensation
| – | Nominating and Governance Committee Chair - $10,000 |
Director Compensation
| 2024 Proxy Statement | SAIA, INC. | 13 |
Director Compensation
| – | Nominating and Governance Committee Member - $5,000 |
Director Compensation
| • | Grant of shares of restricted stock with a target value of $110,000 |
Director Compensation
There are no separate fees paid for meeting attendance. If a director serves on more than one Committee, additional compensation is paid for each Committee. All non-employee directors are reimbursed for travel and other out-of-pocket incidental expenses related to meetings. As a result of the assessment of non-employee director compensation by the Compensation and Human Capital Committee in December 2023, the Board has approved increases in the Chair retainer from $100,000 to $125,000, the Lead Independent Director retainer from $20,000 to $30,000, and the retainer for Nominating and Governance Committee members from $5,000 to $7,500. These increases will be effective immediately after the annual meeting of stockholders in April 2024. In addition, the Compensation and Human Capital Committee has approved an increase in the target value of stock to be issued to non-employee directors from $110,000 to $160,000, effective in May 2024. These are the first increases in non-employee director compensation since 2020. These future compensation increases are intended to align Saia’s non-employee director compensation with the market median. The 2018 Omnibus Incentive Plan governs grants of restricted stock to non-employee directors. Under the 2018 Omnibus Incentive Plan, each non-employee director has the option to receive up to 100% of his or her annual Board and Committee retainers in shares of common stock in lieu of cash, with the value of the shares to be computed by reference to the fair market value of Saia’s common stock on the date of grant. Under the 2018 Omnibus Incentive Plan, the Compensation and Human Capital Committee is to approve an annual grant of restricted stock to each non-employee director, with the value on the grant date not to exceed $500,000. The shares of restricted stock are issued on May 1st each year, or the first business day after May 1st each year. For 2023, each non-employee director serving as of May 1, 2023, received 379 shares of restricted stock. This number was determined by the Compensation and Human Capital Committee based on its decision to award non-employee directors restricted stock with a value of $110,000 using the closing stock price on February 8, 2023, which was the date of the Committee’s decision. For 2024, shares of restricted stock will be issued to non-employee directors under the 2018 Omnibus Incentive Plan. The Compensation and Human Capital Committee approved a grant of 301 shares of restricted stock to each non-employee director based on its decision to award restricted stock with a value of $160,000 using the closing stock price on February 6, 2024. These shares of restricted stock are to be issued on May 1, 2024. The restricted stock issued in 2023 is subject to a one-year cliff vesting restriction and the shares of restricted stock to be issued in May 2024 will also be subject to a one-year cliff vesting restriction. In each case, any unvested shares will become fully vested upon cessation of the director’s service on the Board (other than for cause) or upon a change in control of the Company. Under the Director’s Deferred Fee Plan, non-employee directors may defer all or a portion of annual fees earned. The deferrals are converted into phantom stock units equivalent to the value of Company common stock. Upon the director’s termination, death or disability, accumulated deferrals are distributed in the form of Company common stock in accordance with elections made by the directors. The following non-employee directors held phantom stock units under the Director’s Deferred Fee Plan as of December 31, 2023, for the following number of shares: Ms. Epps 548; Mr. Gainor 17,215; Mr. Henry 1,890; Mr. Melville 22,284; Mr. Ward 56,072 and Ms. Ward 2,104. Directors who are Company employees do not receive any additional compensation for their service as directors. Mr. Holzgrefe, as an employee of Saia, did not receive any compensation for his service as a director in 2023.
Director Compensation
| 14 | SAIA, INC. | 2024 Proxy Statement |
Director Compensation
The following table sets forth all compensation earned by the Company’s non-employee directors for service as a director for the year ended December 31, 2023. Mr. Holzgrefe’s compensation is shown in the “Summary Compensation Table” herein.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | Total ($) | | Di-Ann Eisnor | — | 182,635 | 182,635 | | Donna E. Epps | 80,000 | 110,221 | 190,221 | | John P. Gainor, Jr. | — | 180,308 | 180,308 | | Kevin A. Henry | — | 192,814 | 192,814 | | Donald R. James | 75,000 | 110,221 | 185,221 | | Randolph W. Melville | — | 222,768 | 222,768 | | Richard D. O’Dell | 165,000 | 110,221 | 275,221 | | Jeffrey C. Ward | — | 197,758 | 197,758 | | Susan F. Ward | 90,000 | 110,221 | 200,221 |
DIRECTOR COMPENSATION
| (1) Amounts represent cash payments in 2023 for Board and Committee service. |
DIRECTOR COMPENSATION
| (2) Amount of cash fees deferred under the Director’s Deferred Fee Plan with phantom stock units in 2023: Mr. Gainor $70,000; Mr. Henry $82,500; Mr. Melville $112,500; and Mr. Ward $87,500. Ms. Eisnor received 249 shares in lieu of cash fees. |
DIRECTOR COMPENSATION
| (3) This column represents the dollar amount of aggregate grant date fair value of stock granted in 2023. All stock was issued on May 1, 2023. |
DIRECTOR COMPENSATION
Saia provides customary liability insurance for its directors and officers. The annual cost of this coverage for 2023 was $0.9 million.
Board Committees
| • | Determine the salaries, bonuses and other remuneration and terms and conditions of employment of the Named Executive Officers of Saia, except as to the Chief Executive Officer, the Committee makes a recommendation as to compensation, which is then finally determined by the Board; |
Board Committees
| • | Establish Saia’s executive officer compensation policies and recommend to the Board the compensation of non-employee directors; and |
Directors and Executive Officers
Directors and Executive Officers The following table sets forth the amount of Saia’s common stock beneficially owned by each director and each executive officer named in the Summary Compensation Table on page 40 and all directors and executive officers as a group, as of January 15, 2024. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.
Directors and Executive Officers
| | Amount and nature of beneficial ownership | | | | | | Name of Beneficial Owner | Shares Beneficially Owned(1) | Rights to Acquire Beneficial Ownership(2) | Total | Percent of Class(3) | Shares Held Under Deferral Plans(4) | | Di-Ann Eisnor | 5,071 | — | 5,071 | * | — | | Donna E. Epps | 1,983 | — | 1,983 | * | 548 | | John P. Gainor, Jr. | 400 | — | 400 | * | 17,215 | | Kevin A. Henry | — | — | — | * | 1,890 | | Frederick J. Holzgrefe, III | 3,573 | 18,248 | 21,821 | * | 7,435 | | Donald R. James | 1,069 | — | 1,069 | * | — | | Randolph W. Melville | — | — | — | * | 22,284 | | Richard D. O’Dell | 5,989 | 10,000 | 15,989 | * | — | | Jeffrey C. Ward | 7,079 | — | 7,079 | * | 56,072 | | Susan F. Ward | 379 | — | 379 | * | 2,104 | | Douglas L. Col | — | 5,307 | 5,307 | * | 3,836 | | Raymond R. Ramu | 22 | 6,160 | 6,182 | * | 8,488 | | Patrick D. Sugar | 2,412 | 3,841 | 6,253 | * | 381 | | Rohit Lal | 5,952 | 4,277 | 10,229 | * | 7,846 | | All directors and executive officers as a group (15 persons)(5) | 33,929 | 48,349 | 82,278 | 0.3% | 128,099 |
Directors and Executive Officers
| * Denotes less than 1% |
Directors and Executive Officers
| (1) Includes common stock owned directly and indirectly. |
Directors and Executive Officers
| (2) Number of shares that can be acquired on January 15, 2024 or within 60 days thereafter through the vesting of restricted stock or the exercise of stock options. These shares are excluded from the “Shares Beneficially Owned” column. |
Directors and Executive Officers
| (3) Based on the number of shares outstanding on January 15, 2024 (26,549,372) and includes the number of shares subject to acquisition by the relevant beneficial owner within 60 days thereafter. Including the number of shares subject to acquisition by the relevant beneficial owner pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan upon such beneficial owner’s termination of services as a director or employee, the Percent of Class for all directors and executive officers as a group equals 0.8%. |
Directors and Executive Officers
| (4) Represents shares of common stock from phantom stock units on an as converted basis as of January 15, 2024, receipt of which has been deferred pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan. The value of the phantom stock units deferred pursuant to the Company’s Directors’ Deferred Fee Plan and Executive Capital Accumulation Plan track the performance of the Company’s common stock and the phantom stock units are payable in stock upon the relevant beneficial owner’s termination of service as director or employee. |
Directors and Executive Officers
| (5) Includes one executive officer who is not a Named Executive Officer. |
Directors and Executive Officers
| 2024 Proxy Statement | SAIA, INC. | 23 |
Directors and Executive Officers
This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, the decisions the Compensation and Human Capital Committee has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2023, who were:
Directors and Executive Officers
| • | Frederick J. Holzgrefe, III, President & Chief Executive Officer |
Directors and Executive Officers
| • | Douglas L. Col, Executive Vice President & Chief Financial Officer |
Directors and Executive Officers
| • | Raymond R. Ramu, Executive Vice President & Chief Customer Officer |
Directors and Executive Officers
| • | Patrick D. Sugar, Executive Vice President Operations |
Directors and Executive Officers
| • | Rohit Lal, Executive Vice President & Chief Information Officer |
Executive Summary
All significant elements of long-term compensation are paid through equity awards in the form of performance stock units and restricted stock. The Company maintains stock ownership guidelines for the executive officers to further align the interests of our executive officers with our stockholders.
Key Features of Saia’s Executive Compensation Program
| What Saia Does | What Saia Doesn’t Do | | ✓ Links a significant portion of pay to Company performance | ✗ No “single-trigger” change-of-control cash payments | | ✓ Encourages stock ownership by using stock ownership guidelines for all officers at two to five times their base salary | ✗ No stock option repricing or option grants below market value | | ✓ Mitigates risk taking by emphasizing long-term equity incentives and placing caps on potential payments | ✗ No hedging transactions, pledges or margin accounts with respect to Company stock | | ✓ Assesses executive compensation against a representative and relevant peer group to assist in setting compensation | ✗ No excessive perquisites | | ✓ Maintains clawback policies | ✗ No significant Company cash payments upon death or disability | | ✓ The Compensation and Human Capital Committee uses an independent compensation consultant | ✗ No tax gross-up provisions |
Role of Compensation and Human Capital Committee
| • | The current economic conditions and the competitive market environment in which the Company operates; |
Role of Compensation and Human Capital Committee
| • | Each Named Executive Officer’s historical total compensation, including the value of all outstanding equity awards granted to the Named Executive Officer, and future compensation opportunities; and |
Role of Compensation Consultant
Role of Compensation Consultant The Compensation and Human Capital Committee enters into a consulting agreement with its outside consultant on an annual basis. The Compensation and Human Capital Committee retained Mercer as its executive compensation consultant to provide information and analysis of executive compensation trends and practices and to make recommendations regarding executive and director compensation. Mercer reports directly to the Compensation and Human Capital Committee and takes direction from the Committee. The Committee periodically meets with the Mercer consultant outside the presence of management to discuss executive compensation philosophy and specific levels of compensation and to ensure that Mercer receives from management the information required to perform its duties on a timely basis. The Committee formally evaluates the performance of Mercer on an annual basis and may terminate the services of Mercer at any time.
Executive Compensation Philosophy
Executive Compensation Philosophy The Compensation and Human Capital Committee believes that the executive compensation program should link pay with performance and should attract, motivate, reward and facilitate the retention of the executive talent required to achieve corporate objectives and to create value for the Company’s stockholders. We seek to align the interests of our executives with those of our stockholders through an annual incentive plan based on annual operating income and operating ratio because we believe those metrics are important in determining our stock price, and through long-term equity incentives in the form of performance stock units and restricted stock. Our compensation program has achieved strong support from our stockholders with over 95.8% of the shares voting on the matter at the 2023 annual stockholders meeting having voted in favor of approval of the compensation of our Named Executive Officers, as disclosed in the 2023 proxy statement.
Executive Compensation Components
| Component | Key Characteristics | Objective | | Base Salary — Cash | Fixed compensation component. Reviewed annually and adjusted if and when appropriate. | Provide a fixed form of executive compensation for performing daily responsibilities. | | Annual Incentives — Cash | Variable compensation component. Performance-based award opportunity, payable upon attaining specific corporate annual operating income and operating ratio targets. | Motivate and reward executives for corporate achievement of specific annual performance objectives. | | Long-Term Incentives — Stock | Variable compensation component. Performance-based award opportunity, generally granted annually as a combination of performance stock units and restricted stock. Amounts actually earned will vary based on stock price appreciation and corporate performance. | Motivate and reward executives over a three to five year period for increased stockholder value. Also used for executive retention. | | Other Benefits and Perquisites — Various Forms | Fixed compensation component. | Provide employee benefits consistent with those provided by our peers and for executive retention. | | Post-Employment Compensation — Cash and Benefits | Fixed compensation component. | Promote recruitment and retention and support non-competition, non-disclosure and non-solicitation agreements. |
Compensation Review Peer Group
Compensation Review Peer Group To assist the Compensation and Human Capital Committee in determining the design, components and levels of compensation for the Company’s executive officers, the Committee annually reviews compensation data for similar positions at U.S. publicly-traded transportation companies with annual revenues of approximately one-half to three times Saia’s revenues. The Committee focuses on these transportation peers because it believes transportation companies with a scale comparable to Saia’s are our primary competitors for executive talent and provides a sound basis to assess Saia’s executive compensation.
Compensation Review Peer Group
| 2024 Proxy Statement | SAIA, INC. | 27 |
Compensation Review Peer Group
The peer group used in 2022 to assist in setting compensation for 2023 was:
Compensation Review Peer Group
| Company | Transportation Business | 2022 Revenues (in millions) | | Landstar System, Inc. | Trucking | $7,437 | | Knight-Swift Transportation Holdings Inc. | Trucking | $7,429 | | Schneider National, Inc. | Trucking | $6,604 | | Old Dominion Freight Line, Inc. | Trucking | $6,260 | | Hub Group, Inc. | Air Freight & Logistics | $5,340 | | ArcBest Corporation | Trucking | $5,324 | | Matson, Inc. | Marine | $4,343 | | Werner Enterprises, Inc. | Trucking | $3,290 | | Kirby Corporation | Marine | $2,785 | | U.S. Xpress Enterprises, Inc | Trucking | $2,161 | | Air Transport Services Group, Inc. | Air Freight & Logistics | $2,045 | | Universal Logistics Holdings | Trucking | $2,015 | | Forward Air Corporation | Air Freight & Logistics | $1,973 | | Marten Transport, Ltd. | Trucking | $1,264 | | Saia, Inc. | Trucking | $2,792 |
Compensation Review Peer Group
Some of the peer group companies have substantial stock ownership by executives. If the stock ownership amounts were disclosed by the peer group company to have a material impact on their executive compensation levels, the specific compensation element is excluded from the competitive data and associated analysis as decided by Mercer.
Annual Cash Incentives
Annual Cash Incentives Annual cash incentive awards are used to reward executives for achievement of corporate annual operating income and operating ratio targets for the year. The annual cash incentive awards provide for threshold, target and maximum payouts as a percentage of base salary for each executive. The Committee elected not to change this methodology used in the annual incentive plan for 2023. The Compensation and Human Capital Committee uses the median of annual incentives of the peer group companies as the general reference point for target annual cash incentives because it believes the median is the best representation of competitive annual cash incentive levels in the market for similar roles and talent. In setting an individual officer’s target annual cash incentive level, the Compensation and Human Capital Committee has the discretion to adjust the target level as it deems appropriate. Typical reasons for adjusting an individual officer’s target annual incentive level above or below the market median include tenure of the officer in the position, job performance, additional responsibilities of the officer, internal pay equity, executive retention and succession planning. At the highest level of achievement, the annual cash incentive opportunity was 200% of the target in 2023. At a threshold level of performance, the incentive opportunity was 25% of the target in 2023, with no incentive earned if performance was below the threshold achievement level. The Committee seeks to set the threshold, target and maximum performance goals at levels such that the relative likelihood that Saia will achieve such goals remains consistent from year to year. It is the intent of the Committee that the threshold goals should be attainable a majority of the time, target goals should, on average, be reasonably expected to be achieved and maximum goals should be attained a minority of the time. Establishing the expected performance goals relative to these criteria is inherently subject to considerable judgment on the part of the Committee. Changes made to annual cash incentives for the Named Executive Officers for 2023 were as follows:
Annual Cash Incentives
| • | Mr. Holzgrefe’s target annual incentive was increased from 100% to 110% of base salary for 2023 based on Mr. Holzgrefe’s strong performance in the position, to reflect his additional tenure and to maintain his annual incentive target approximately at the median of annual incentive compensation paid to chief executive officers by peer group companies and in general industry. |
Annual Cash Incentives
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Annual Cash Incentives
| • | Mr. Col’s target annual incentive was increased from 70% to 80% of base salary for 2023 based on an assessment of Mr. Col’s on-going leadership and management of changes in the finance organization and to set his annual incentive target at approximately the median of annual incentive compensation paid to chief financial officers by peer group companies and in general industry. |
Annual Cash Incentives
| • | Mr. Ramu’s target annual incentive was increased from 75% to 80% of base salary for 2023 based on his execution and leadership in managing Saia’s commercial strategies. |
Annual Cash Incentives
| • | Mr. Sugar’s target annual incentive was increased from 70% to 80% of base salary for 2023 based on Mr. Sugar’s leadership and management of the operations group during a period of significant operational challenges and based on his additional tenure in the position. |
Annual Cash Incentives
In addition, for 2023, the Committee modified the annual incentive plan for the Named Executive Officers (and other direct reports to the CEO) with the goal of increasing the number of diverse candidates who are interviewed for management level positions at Saia. As modified, if interview pools during the year for 90% or more of open positions for director-level employee positions and above do not have at least one diverse candidate, the annual incentive payouts for all the Named Executive Officers (and other direct reports to the CEO) for the year would be reduced across the board by ten percentage points. The requirement was met for 2023 and there was no such reduction of the annual incentive payouts for the year. For 2023 the potential payout levels under the annual incentive awards for the Named Executive Officers were as follows:
Potential Payouts of Annual Cash Incentives for 2023
Potential Payouts of Annual Cash Incentives for 2023
Potential Payouts of Annual Cash Incentives for 2023
| | | Payout as a % of Base Salary | | | | Named Executive Officer | Title | Threshold | Target | Maximum | | Frederick J. Holzgrefe, III | President & Chief Executive Officer | 27.5% | 110.0% | 220.0% | | Douglas L. Col | Executive Vice President & Chief Financial Officer | 20.0% | 80.0% | 160.0% | | Raymond R. Ramu | Executive Vice President & Chief Customer Officer | 20.0% | 80.0% | 160.0% | | Patrick D. Sugar | Executive Vice President of Operations | 20.0% | 80.0% | 160.0% | | Rohit Lal | Executive Vice President & Chief Information Officer | 12.5% | 50.0% | 100.0% |
Performance Targets and Actual Performance for 2023
Based on operating income and operating ratio results for 2023, the final payout of the annual incentive plan was 127.6% of target for 2023. See the “2023 Grants of Plan-Based Awards Table” that follows the Summary Compensation Table for additional information about annual cash incentive awards granted to the Named Executive Officers for 2023.
Long-Term Equity Incentives
Long-Term Equity Incentives The Compensation and Human Capital Committee provides long-term equity awards to the executive officers to align the interests of the executives with the interests of our stockholders, reward executives for achieving stockholder valuation increases over a multi-year period and encourage executive retention. The long-term equity awards are provided through performance stock units and restricted stock. Long-term equity awards are typically granted in early February each year after the third trading day following the release of the Company’s financial results for the prior fiscal year. For new hires receiving equity grants, the grant date is typically on or around their hire date. Long-Term Equity Incentive Plan Targets The Committee grants long-term equity awards for each Named Executive Officer based on a target percentage of base salary. The Compensation and Human Capital Committee uses the median of long-term incentives of the peer group companies as the general reference point for target long-term equity awards because it believes the median is the best representation of competitive long-term equity incentive levels in the market for similar roles and talent. In setting target equity incentive levels for an executive, the Compensation and Human Capital Committee has discretion to adjust the target level as it deems appropriate. Typical reasons for adjusting an individual officer’s target equity incentive level above or below the market median include tenure of the officer in the position, job performance, additional responsibilities of the officer, internal pay equity, executive retention and succession planning. Changes made to the long-term equity incentive targets as a percentage of base salary for the Named Executive Officers for 2023 were as follows:
Long-Term Equity Incentives
| • | Mr. Holzgrefe’s target long-term equity incentive was increased from 270% to 300% of base salary for 2023 based on his performance as Chief Executive Officer, to reflect his additional tenure in the position and to approximate median long-term incentives offered to chief executive officers of peer group companies and in general industry. |
Long-Term Equity Incentives
| • | Mr. Col’s target long-term equity incentive was increased from 150% to 165% of base salary for 2023 based on his on-going leadership and management of changes in the finance organization and to approximate median long-term incentives paid to chief financial officers by peer group companies and in general industry. |
Long-Term Equity Incentives
| • | Mr. Ramu’s target long-term equity incentive was increased from 175% to 200% of base salary for 2023 based on his execution and leadership in managing Saia’s commercial strategies. |
Long-Term Equity Incentives
| • | Mr. Sugar’s target long-term equity incentive was increased from 140% to 200% of base salary for 2023 based on his leadership and management of the operations group during a period of significant operational challenges and to reflect his additional tenure in the position. |
Long-Term Equity Incentives
| • | Mr. Lal’s target long-term equity incentive was increased from 70% to 75% of base salary for 2023 based on his performance as leader of the Company’s information technology team and to maintain his long-term equity incentive compensation at approximately the median long-term equity incentive compensation paid to chief information officers by peer group companies and in general industry. |
Long-Term Equity Incentives
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Long-Term Equity Incentives
For 2023, the target long-term equity incentives as a percentage of base salary for the Named Executive Officers were as follows:
Long-Term Equity Incentives
| Named Executive Officer | Title | Target as a % of Base Salary | | Frederick J. Holzgrefe, III | President & Chief Executive Officer | 300% | | Douglas L. Col | Executive Vice President & Chief Financial Officer | 165% | | Raymond R. Ramu | Executive Vice President & Chief Customer Officer | 200% | | Patrick D. Sugar | Executive Vice President of Operations | 200% | | Rohit Lal | Executive Vice President & Chief Information Officer | 75% |
Components of Long-Term Equity Incentive Awards
Components of Long-Term Equity Incentive Awards For 2023, 50% of a Named Executive Officer’s long-term equity incentive opportunity was granted in performance stock units and 50% in restricted stock.
Components of Long-Term Equity Incentive Awards
| Why performance stock units? | Why restricted stock? | | • Performance-based because the number of shares earned depends on stock price performance and the value of the shares fluctuates based on the stock price. | • Inherent value upon issuance mitigates significant employee compensation swings. | | • The number of shares earned is tied to total stockholder return of the Company over a three-year period compared to a peer group, a key metric of executive performance. | • Strong long-term executive retention incentive. | | • Rewards executives for increasing Saia’s total stockholder return relative to Company peers over a three-year period. | • Aligns executives’ interests with stockholders and encourages appropriate degree of risk-taking consistent with long-term growth. |
Components of Long-Term Equity Incentive Awards
Performance Stock Units For 2023, 50% of the Named Executive Officers’ long-term equity incentive opportunity was awarded in performance stock units, which are paid in shares of Saia stock. The role of performance stock units is to reward executives for long-term value creation relative to other transportation companies. The Compensation and Human Capital Committee believes that measuring Saia stock performance against that of a broad group of transportation companies over a multi-year period provides a key metric for assessing the long-term performance of Saia’s Named Executive Officers. Providing a significant portion of long-term compensation on this basis also aligns the interests of the Named Executive Officers with the interests of our stockholders and helps insure against executives taking excessive or unnecessary risks that might threaten the long-term value of the Company. The number of shares of stock that are earned by a participant is based on the total stockholder return of Saia compared to the total stockholder return (assuming reinvestment of dividends) of the companies in the broader transportation group over a three-year performance period. At the end of the performance period, the percentile rank of the Company’s total stockholder return is calculated relative to the total stockholder return of each of the companies in the group. Because the performance period for each grant of performance stock units is three years, participants can have overlapping three-year award opportunities at any time.
Components of Long-Term Equity Incentive Awards
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Components of Long-Term Equity Incentive Awards
Since the size of the companies is not critical in assessing relative total stockholder returns, the group used for comparison purposes for performance stock units (the “PSU Group”) is comprised of U.S. publicly-traded companies in the broader transportation industry, regardless of revenues. The Committee believes using performance of the PSU Group provides a wider spectrum from which to assess management performance. The companies included in the PSU Group for open performance periods are as follows: Air Transport Services Group, Inc. ArcBest Corporation Atlas Air Worldwide Holdings, Inc. CH Robinson Worldwide, Inc. Covenant Transport, Inc. Daseke, Inc. Echo Global Logistics, Inc. FedEx Corporation Forward Air Corporation Heartland Express, Inc. Hub Group, Inc. J.B. Hunt Transport Services, Inc. Kansas City Southern (through December 27, 2021) Kirby Corporation Knight – Swift Transportation Holdings, Inc. Landstar System, Inc. Marten Transport, Ltd. Norfolk Southern Corporation Old Dominion Freight Line, Inc. P.A.M. Transportation Services, Inc. Roadrunner Transportation Services, Inc. Rush Enterprises, Inc. Ryder System, Inc. Schneider National, Inc. Union Pacific Corporation United Parcel Service, Inc. Universal Logistics Holdings, Inc. US Xpress, Inc. USA Truck Inc. Werner Enterprises, Inc. XPO Logistics, Inc. For the performance periods beginning in 2021, 2022 and 2023, the payouts of performance stock units are determined as follows:
Components of Long-Term Equity Incentive Awards
| Percent Rank of Saia’s Total Stockholder Return Compared to PSU Group | Payout Percentage of Target Incentive | | At 75th percentile or higher | 200% | | At 50th percentile | 100% | | At 25th percentile | 25% | | Below 25th percentile | 0% |
Components of Long-Term Equity Incentive Awards
The payout associated with the Company’s percentile rank is based on the chart above with payouts interpolated for performance between the 25th and 50th percentiles and the 50th and 75th percentiles. If the Company’s total stockholder return for the three-year performance period is negative, any payouts of the incentive are reduced by half. For example, if the Company’s total stockholder return over the three-year period is negative, but the Company’s total stockholder return compared to the PSU Group is at the 50th percentile, the associated payout percentage will be 50% of target, not 100%. Given the cyclical nature of the transportation industry, the Compensation and Human Capital Committee includes this provision to provide an incentive under the plan in the case of an economic downturn affecting the entire industry, to conform to peer group practice generally and for executive retention. The following table details the payout percentages compared to target of the performance stock units paid out the last three years:
Components of Long-Term Equity Incentive Awards
| Payout Month | Performance Period | Payout Percentage of Target Incentive | | February 2024 | 2021 to 2023 | 200% | | February 2023 | 2020 to 2022 | 200% | | February 2022 | 2019 to 2021 | 200% |
Components of Long-Term Equity Incentive Awards
In early 2023, the Company granted total performance stock units of 10,350 shares (at target) for the 2023 to 2025 performance period to the Named Executive Officers, representing 73% of the total target units granted at that time. See the “2023 Grants of Plan-Based Awards Table” that follows the Summary Compensation Table for additional information about performance stock units granted to each of the Named Executive Officers in 2023.
Components of Long-Term Equity Incentive Awards
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Components of Long-Term Equity Incentive Awards
See the “Potential Payments Upon Termination or Change in Control” section for a description of the effect a termination of employment or a change in control of the Company would have on the performance stock units awarded to the Named Executive Officers. Restricted Stock Awards The Committee uses restricted stock as a part of the long-term equity incentive plan to help reduce significant executive compensation swings that can occur as a result of the cyclical nature of the trucking business, for executive retention and to better align the Company’s long-term compensation practices with its peers. The value of restricted stock grants in 2023 under the long-term equity incentive plan was equal to 50% of the target long-term equity incentive award for the executive. In early 2023, the Company granted a total of 10,350 shares of restricted stock to the Named Executive Officers, representing 73% of the total restricted stock awards granted at that time. These restricted stock grants vest ratably over three years subject to earlier vesting upon death, disability, retirement, and upon a change in control of Saia. The Company also uses restricted stock grants from time to time to address concerns about long-term executive retention, as part of a total compensation package granted to an executive upon initial hiring or to recognize the significant promotion of an executive or outstanding performance. These restricted stock grants have historically vested over a five-year period in order to promote executive retention. See the “2023 Grants of Plan-Based Awards Table” that follows the Summary Compensation Table for additional information on restricted stock grants made to each of the Named Executive Officers in 2023. See the “Potential Payments Upon Termination or Change in Control” section for a description of the effect a termination of employment or a change in control of the Company would have on the restricted stock granted to the Named Executive Officers.
Deferred Compensation Plan
Deferred Compensation Plan The Company has established for officers (including all of the Named Executive Officers) and certain other employees a Capital Accumulation Plan, which is a non-qualified deferred compensation plan. The Capital Accumulation Plan was implemented to motivate and retain key employees by providing them with greater flexibility in structuring the timing of their compensation and tax payments. The Compensation and Human Capital Committee believes that the Capital Accumulation Plan provides a valuable benefit to senior executives with minimal cost to the Company. The Capital Accumulation Plan allows a participant to make an elective deferral each year of up to 50% of base salary and up to 100% of any annual incentive plan payment. The Company typically makes an annual discretionary contribution under the Capital Accumulation Plan for each participant equal to 5% of his or her base salary and annual incentive payment, which contribution is subject to a five-year vesting period. In addition, to the extent a participant’s contribution to the 401(k) savings plan is limited under restrictions placed on “Highly Compensated Employees” under ERISA, the participant may elect to contribute the amount so limited to the Capital Accumulation Plan. To the extent the Company is unable to match participant contributions under the 401(k) savings plan because of the ERISA limitations, the matching contributions will be made by the Company to the Capital Accumulation Plan.
Perquisites
Perquisites The types and amounts of perquisites provided to the Named Executive Officers are determined by the Compensation and Human Capital Committee with input from Mercer based on perquisites granted to comparable officers by companies in the executive compensation peer group. The Company provides perquisites because many companies in the peer group provide similar perquisites to their Named Executive Officers and because the Committee believes they are important for executive retention. However, the perquisites that the Company provides are generally fewer and less costly than those provided by members of the peer group. The value of the perquisites provided to the Named Executive Officers for 2023 are set forth in the “All Other Compensation” column of the Summary Compensation Table.
Severance Agreements
Severance Agreements Each of the Named Executive Officers is subject to non-competition and employee and customer non-solicitation provisions, as well as provisions designed to protect Saia’s intellectual property. To provide an incentive for executives to agree to the restrictive covenants, the Company entered into a severance agreement with each Named Executive Officer (other than the Chief Executive Officer) that generally provides for severance payments equal to base salary over the non-compete period in the event the executive’s employment is involuntarily terminated without cause as defined in the agreements. To receive the severance payments, the executive must sign a general release of claims against the Company and must comply with the executive’s obligations under any other agreement with the Company, including the restrictive covenants. Mr. Holzgrefe’s severance arrangements are governed by the terms of his employment agreement and Change in Control Agreement (referred to below).
Double Trigger Change in Control Agreements
Double Trigger Change in Control Agreements The Company has change in control agreements with each of the Named Executive Officers (the “Change in Control Agreements”). The Compensation and Human Capital Committee believes the Change in Control Agreements are an important part of Saia’s overall compensation program for the Named Executive Officers because they help secure the continued employment and dedication of the Named Executive Officers notwithstanding any concern the executive might have regarding their own continued employment in the event of a potential change in control transaction. The Change in Control Agreements include a “double trigger,” meaning they provide for severance payments and other benefits only if there is a change in control of the Company and only if after the change in control the executive’s employment is terminated involuntarily (other than for cause) or voluntarily with good reason within two years after the change in control. The Change in Control Agreements are reviewed periodically by the Committee to ensure they are consistent with the Company’s compensation philosophy. The Committee also receives input from Mercer and outside legal counsel to confirm that the agreements remain generally consistent with competitive practices. The amount of the severance payments and benefits under these agreements are based on peer group and general industry practices and are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.
Double Trigger Change in Control Agreements
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Employment Agreement
Employment Agreement To promote executive retention, continuity and stability in the Company’s leadership and help support certain non-competition and non-solicitation provisions, the Company entered into an employment agreement with Mr. Holzgrefe at the time he was named Chief Executive Officer in April 2020. The employment agreement is for a two-year initial term (renewing daily) and provides for a minimum base salary that is to be reviewed annually, participation in the Company’s annual and long-term incentive plans, other benefits that are provided to senior executives of Saia and severance benefits in the event of Mr. Holzgrefe’s employment termination under certain circumstances. All severance benefits under the employment agreement are conditioned upon Mr. Holzgrefe’s compliance with the non-disclosure, non-competition and employee and customer non-solicitation provisions of the employment agreement. The material terms of the employment agreement are reviewed periodically by the Committee with input from Mercer and outside legal counsel to confirm that they remain generally consistent with competitive practices. The payments to be made to Mr. Holzgrefe under his employment agreement upon termination of employment or a change in control of the Company are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.
Risk Assessment in Compensation Programs
| • | A mix of short- and long-term compensation, particularly incentive compensation, to encourage executives to focus on goals consistent with the interests of Saia stockholders. |
Risk Assessment in Compensation Programs
| • | Short-term incentives in the form of an annual cash bonus based on annual Company performance, with caps to eliminate windfall payouts. |
Risk Assessment in Compensation Programs
| • | Long-term incentives awarded in performance stock units based on Company stock price performance over a three-year period relative to Company peers and restricted stock, rewarding longer-term financial performance consistent with the interests of Saia stockholders. |
Risk Assessment in Compensation Programs
| • | Performance stock units that are settled in common stock of the Company with a cap on the number of shares that can be awarded. |
Risk Assessment in Compensation Programs
| • | Stock ownership guidelines that encourage executives to retain significant amounts of Saia common stock, thereby aligning the long-term interests of management with those of the stockholders. |
Tax Policies
Tax Policies Historically, the Compensation and Human Capital Committee structured annual and long-term incentives with the intention of satisfying the performance-based exemption from Section 162(m) of the Internal Revenue Code in order to deduct for tax purposes compensation paid to certain executive officers in excess of $1 million. Federal legislation signed into law on December 22, 2017, referred to as the Tax Cuts and Jobs Act, repealed the exemption from Section 162(m)’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. As a result, compensation granted or paid in 2018 or thereafter to the Named Executive Officers may not be fully deductible for income tax purposes. In establishing the compensation for executive officers, the Compensation and Human Capital Committee believes that the potential deductibility of the compensation should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor. The Committee believes that executive compensation must be maintained at the requisite level to attract and retain the executive officers essential to Saia’s financial success and, as a result, retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by Saia for tax purposes. Section 409A of the Internal Revenue Code regulates deferred compensation that was not earned and vested prior to 2005. The Committee considers Section 409A in determining the form and timing of compensation paid to executives. Sections 280G and 4999 of the Internal Revenue Code limit Saia’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Code Sections 280G and 4999) and impose excise taxes on each executive that receives “excess parachute payments” related to his or her severance from the Company in connection with a change in control. The Committee considers the adverse tax liabilities imposed by Code Sections 280G and 4999, as well as other competitive factors, in structuring certain post-termination compensation payable to the Named Executive Officers. The potential adverse tax consequences to the Company and/or the executive, however, are not necessarily determinative factors in such decisions.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to the Named Executive Officers for services rendered in all capacities within Saia during the fiscal years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Frederick J. Holzgrefe, III President & Chief Executive Officer (PEO) | 2023 | 910,000 | — | 3,382,889 | — | 1,277,276 | 160,694 | 5,730,859 | | | 2022 | 875,000 | — | 1,916,617 | 477,691 | 1,152,397 | 102,167 | 4,523,872 | | | 2021 | 825,000 | — | 1,981,414 | 404,744 | 1,650,000 | 76,358 | 4,937,517 | | Douglas L. Col Executive Vice President & Chief Financial Officer (PFO) | 2023 | 523,120 | — | 1,070,024 | — | 533,981 | 82,661 | 2,209,786 | | | 2022 | 480,000 | — | 584,276 | 146,040 | 442,512 | 65,222 | 1,718,049 | | | 2021 | 437,750 | — | 567,678 | 115,910 | 612,864 | 47,893 | 1,782,095 | | Raymond R. Ramu Executive Vice President & Chief Customer Officer | 2023 | 570,960 | — | 1,414,938 | — | 582,877 | 88,188 | 2,656,963 | | | 2022 | 510,000 | — | 724,033 | 180,901 | 503,753 | 62,412 | 1,981,099 | | | 2021 | 477,335 | — | 642,818 | 131,573 | 716,904 | 53,891 | 2,022,521 | | Patrick D. Sugar Executive Vice President of Operations | 2023 | 491,573 | — | 1,218,358 | — | 501,826 | 68,854 | 2,280,611 | | | 2022 | 425,016 | — | 482,700 | 120,601 | 391,823 | 53,608 | 1,473,748 | | | 2021 | 375,361 | — | 546,298 | 70,799 | 404,653 | 41,566 | 1,438,677 | | Rohit Lal Executive Vice President & Chief Information Officer | 2023 | 394,160 | — | 366,516 | — | 251,500 | 72,539 | 1,084,715 | | | 2022 | 356,400 | — | 202,284 | 50,878 | 234,689 | 51,110 | 895,361 | | | 2021 | 345,327 | — | 232,765 | 47,617 | 346,080 | 38,001 | 1,009,789 |
Summary Compensation Table
| (1) Stock Awards are comprised of performance stock units and restricted stock. Valuation is based on aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for valuation assumptions used. At maximum performance levels for the performance stock units, these values for Mr. Holzgrefe would be: 2023: $4,036,052; 2022: $2,651,774; 2021: $2,931,469; for Mr. Col would be: 2023: $1,276,623; 2022: $808,445; 2021: $839,764; for Mr. Ramu would be: 2023: $1,688,132; 2022: $1,001,823; 2021: $951,086; for Mr. Sugar would be: 2023: $1,453,597; 2022: $668,090; 2021: $512,650; and for Mr. Lal would be: 2023: $437,282; 2022: $280,086; 2021: $344,241. |
Summary Compensation Table
| (2) Valuation is based on aggregate grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for valuation assumptions used. |
Summary Compensation Table
| (3) All other compensation amounts received by each Named Executive Officer for 2023 are set forth below: |
Summary Compensation Table
| Name | Perquisites & Other Personal Benefits ($)(a) | Car Allowance ($) | Company Contributions to Defined Contribution Plans (401(k)) ($) | Company Contributions to Defined Contribution Plans (Def. Comp.) ($) | Life Insurance Premiums ($) | | Frederick J. Holzgrefe, III | 11,039 | 8,706 | 9,900 | 126,147 | 4,902 | | Douglas L. Col | 7,240 | 8,644 | 9,900 | 54,555 | 2,322 | | Raymond R. Ramu | 6,281 | 6,945 | 11,362 | 61,278 | 2,322 | | Patrick D. Sugar | 8,057 | 9,012 | 9,900 | 41,400 | 486 | | Rohit Lal | 15,189 | 8,782 | 9,900 | 35,103 | 3,564 | | (a) Payment of club dues, fuel and tax preparation reimbursements. | | | | | |
Summary Compensation Table
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth the detail of grants of plan-based awards to Saia’s Named Executive Officers for services rendered in all capacities during the fiscal year ended December 31, 2023.
2023 GRANTS OF PLAN-BASED AWARDS TABLE
2023 GRANTS OF PLAN-BASED AWARDS TABLE
2023 GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Frederick J. Holzgrefe, III | ACI | 1/31/23 | 250,250 | 1,001,000 | 2,002,000 | — | — | — | — | — | — | — | | | PSU | 2/8/23 | — | — | — | 1,175 | 4,698 | 9,396 | — | — | — | 2,018,026 | | | RS | 2/8/23 | — | — | — | — | — | — | 4,698 | — | — | 1,364,863 | | Douglas L. Col | ACI | 1/31/23 | 104,624 | 418,496 | 836,992 | — | — | — | — | — | — | — | | | PSU | 2/8/23 | — | — | — | 372 | 1,486 | 2,972 | — | — | — | 638,311 | | | RS | 2/8/23 | — | — | — | — | — | — | 1,486 | — | — | 431,713 | | Raymond R. Ramu | ACI | 1/31/23 | 114,192 | 456,768 | 913,536 | — | — | — | — | — | — | — | | | PSU | 2/8/23 | — | — | — | 491 | 1,965 | 3,930 | — | — | — | 844,066 | | | RS | 2/8/23 | — | — | — | — | — | — | 1,965 | — | — | 570,872 | | Patrick D. Sugar | ACI | 1/31/23 | 98,315 | 393,258 | 786,517 | — | — | — | — | — | — | — | | | PSU | 2/8/23 | — | — | — | 423 | 1,692 | 3,384 | — | — | — | 726,799 | | | RS | 2/8/23 | — | — | — | — | — | — | 1,692 | — | — | 491,560 | | Rohit Lal | ACI | 1/31/23 | 49,270 | 197,080 | 394,160 | — | — | — | — | — | — | — | | | PSU | 2/8/23 | — | — | — | 127 | 509 | 1,018 | — | — | — | 218,641 | | | RS | 2/8/23 | — | — | — | — | — | — | 509 | — | — | 147,875 |
2023 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Type of Awards |
2023 GRANTS OF PLAN-BASED AWARDS TABLE
ACI: Annual Cash Incentive PSU: Performance Stock Unit RS: Restricted Stock Annual Cash Incentive awards were granted under the Saia, Inc. Annual Cash Bonus Plan. All other awards were granted under the Second Amended and Restated Saia, Inc. 2018 Omnibus Incentive Plan. See the Summary Compensation Table Narrative for additional information on these types of awards.
2023 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) Shares of restricted stock granted on February 8, 2023 vest one-third on February 8, 2024, one-third on February 8, 2025 and one-third on February 8, 2026. |
2023 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) Valuation is based on aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for valuation assumptions used. |
2023 GRANTS OF PLAN-BASED AWARDS TABLE
| 42 | SAIA, INC. | 2024 Proxy Statement |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
Grants of Plan-Based Awards Table Narrative
Grants of Plan-Based Awards Table Narrative Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Amounts shown in this column represent grants under the Company’s annual cash incentive plan. The plan provides for cash payments to participants based 50% on achieving the Company’s annual operating income target for the year and 50% on achieving the Company’s operating ratio target for the year. See “Compensation Discussion and Analysis” for more information concerning the annual cash incentive plan. Estimated Future Payouts Under Equity Incentive Plan Awards Amounts shown in this column represent grants of performance stock units. Participants receiving performance stock units are eligible to receive shares of common stock based on the total stockholder return of Saia compared to the total stockholder return of a peer group of companies over a three-year performance period, ending December 31, 2025. Shares of stock to the extent earned will be paid in February 2026. See “Compensation Discussion and Analysis” for more information on the performance stock unit component of our long-term equity incentive plan. See “Potential Payments Upon Termination or Change in Control” for information concerning benefits available upon termination of employment or a change in control. All Other Stock Awards Amounts shown in this column represent grants of shares of restricted stock. See “Compensation Discussion and Analysis” for information on the restricted stock component of our long-term equity incentive plan and use of restricted stock for executive recruitment and retention and upon executive promotion. Also see “Potential Payments Upon Termination or Change in Control” for information concerning vesting upon termination of employment or a change in control.
Grants of Plan-Based Awards Table Narrative
| 2024 Proxy Statement | SAIA, INC. | 43 |
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information regarding unexercised performance stock units and restricted stock held by the Named Executive Officers at December 31, 2023.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(8) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(7)(8) | | Frederick J. Holzgrefe, III | — | 2,154 | — | 200.81 | 2/11/28 | 9,392(2) | 4,115,762 | 28,168 | 12,343,781 | | | — | 3,380 | — | 277.86 | 2/7/29 | — | — | — | — | | Douglas L. Col | — | 617 | — | 200.81 | 2/11/28 | 6,009(3) | 2,633,264 | 8,506 | 3,727,499 | | | — | 1,034 | — | 277.86 | 2/7/29 | — | — | — | — | | Raymond R. Ramu | — | 700 | — | 200.81 | 2/11/28 | 3,601(4) | 1,578,030 | 10,474 | 4,589,916 | | | — | 1,280 | — | 277.86 | 2/7/29 | — | — | — | — | | Patrick D. Sugar | — | 377 | — | 200.81 | 2/11/28 | 4,630(5) | 2,028,959 | 7,322 | 3,208,647 | | | — | 854 | — | 277.86 | 2/7/29 | — | — | — | — | | Rohit Lal | 1,440 | — | — | 73.35 | 2/6/25 | 1,035(6) | 453,558 | 3,122 | 1,368,123 | | | 1,790 | — | — | 66.03 | 2/7/26 | — | — | — | — | | | 1,480 | — | — | 100.20 | 2/6/27 | — | — | — | — | | | 506 | 254 | — | 200.81 | 2/11/28 | — | — | — | — | | | 180 | 360 | — | 277.86 | 2/7/29 | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
All options were issued under the Saia, Inc. Second Amended and Restated 2011 Omnibus Incentive Plan or the Saia, Inc. 2018 Omnibus Incentive Plan. See also “Potential Payouts Upon Termination or Change in Control” for additional information that could affect the vesting of these awards.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (1) One-third of options vests each year on the anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (2) Mr. Holzgrefe’s restricted stock awards will vest as follows: 1,566 on 2/8/2024; 2,568 shares on 2/11/2024; 2,126 shares on 2/7/2025; 1,566 on 2/8/2025; and 1,566 shares on 2/8/2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (3) Mr. Col’s restricted stock awards will vest as follows: 495 on 2/8/2024; 736 shares on 2/11/2024; 1,046 shares on 7/31/2024; 648 shares on 2/7/2025; 495 shares on 2/8/2025; 2,093 shares on 7/31/2025; and 496 shares on 2/8/2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (4) Mr. Ramu’s restricted stock awards will vest as follows: 655 shares on 2/8/2024; 833 shares on 2/11/2024; 803 shares on 2/7/2025; 655 shares on 2/8/2025; and 655 shares on 2/8/2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (5) Mr. Sugar’s restricted stock awards will vest as follows: 564 shares on 2/8/2024; 449 shares on 2/11/2024; 228 shares on 3/9/2024; 1,040 shares on 11/4/2024; 535 shares on 2/7/2025; 564 shares on 2/8/2025; 228 shares on 3/9/2025; 564 shares on 2/8/2026; and 458 shares on 3/9/2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (6) Mr. Lal’s restricted stock awards will vest as follows: 169 shares on 2/8/2024; 302 shares on 2/11/2024; 224 shares on 2/7/2025; 170 shares on 2/8/2025; and 170 shares on 2/8/2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (7) Value is based on the closing price of Saia stock of $438.22 on December 31, 2023, as reported on Nasdaq. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (8) Reflects the maximum payout opportunity for the 2021 – 2023, 2022 – 2024 and 2023 – 2025 performance periods under the performance stock unit portion of our long-term equity incentive plan. The maximum payout opportunity for the 2021 – 2023 performance period (10,270 units for Mr. Holzgrefe; 2,942 units for Mr. Col; 3,332 units for Mr. Ramu; 1,796 units for Mr. Sugar; and 1,206 units for Mr. Lal), if earned, vest on December 31, 2023. The maximum payout opportunity for the 2022 – 2024 performance period (8,502 units for Mr. Holzgrefe; 2,592 units for Mr. Col; 3,212 units for Mr. Ramu; 2,142 units for Mr. Sugar; and 898 units for Mr. Lal), if earned, will vest on December 31, 2024. The maximum payout opportunity for the 2023 – 2025 performance period (9,396 units for Mr. Holzgrefe; 2,972 units for Mr. Col; 3,930 units for Mr. Ramu; 3,384 units for Mr. Sugar; and 1,018 units for Mr. Lal), if earned, will vest on December 31, 2025. See the Summary Compensation Table Narrative for additional information on performance stock units. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| 44 | SAIA, INC. | 2024 Proxy Statement |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth information regarding the number and value of stock options exercised and stock awards vested during 2023 for the Named Executive Officers.
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Frederick J. Holzgrefe, III | 8,550 | 1,715,957 | 12,732 | 3,706,921 | | Douglas L. Col | 2,689 | 359,012 | 5,724 | 1,804,605 | | Raymond R. Ramu | 5,294 | 988,772 | 8,105 | 2,359,771 | | Patrick D. Sugar | 2,159 | 422,823 | 2,953 | 907,560 | | Rohit Lal | — | — | 2,455 | 714,773 |
2023 Option Exercises and Stock Vested
| (1) Amounts shown in this column represent performance stock units and shares of restricted stock that vested in 2023. Value realized was determined by multiplying the last sale price of Saia common stock on the vesting date by the number of shares that vested. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table sets forth information regarding the executive and Company contributions to the Capital Accumulation Plan, as well as investment earnings on the Capital Accumulation Plan for the Named Executive Officers in 2023.
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| Name | Executive Contributions in Last FY(2) ($) | Company Contributions in Last FY(3) ($) | Aggregate Earnings/(Losses) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Frederick J. Holzgrefe, III | 192,151 | 126,147 | 1,571,135 | — | 3,309,107 | | Douglas L. Col | — | 54,555 | 840,460 | — | 1,701,331 | | Raymond R. Ramu | — | 61,278 | 1,912,684 | — | 4,065,647 | | Patrick D. Sugar | 9,776 | 41,400 | 99,710 | — | 284,502 | | Rohit Lal | 333,068 | 35,103 | 1,884,378 | — | 4,464,323 |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| (1) See description of Capital Accumulation Plan in “Other Benefits and Perquisites — Deferred Compensation Plan” in Compensation Discussion and Analysis. |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| (2) Amounts reported in this column are reported as salary in the last completed fiscal year in the Summary Compensation Table. |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| (3) Amounts reported in this column are included in All Other Compensation in the last completed fiscal year in the Summary Compensation Table. |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| (4) Amounts reported in this column for each Named Executive Officer include amounts previously reported in Saia’s Summary Compensation Table in previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and incentive and Saia matching contributions. This total reflects the cumulative value of each Named Executive Officer’s deferrals, Saia contributions and investment history. |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| 2024 Proxy Statement | SAIA, INC. | 45 |
2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
Saia is obligated to provide its Named Executive Officers with certain payments or other forms of compensation upon a termination of employment in certain cases or change in control of the Company. The information below describes the circumstances under which we may be obligated to provide such compensation and provides estimates of amounts that would have become payable under existing agreements, plans and arrangements had there been a change in control of the Company on December 31, 2023 or had the Named Executive Officer’s employment been terminated on such date. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. The factors that could affect these amounts include the time during the year of any such event, the Company stock price and the executive’s age.
Footnotes for Tabular Disclosure
| (5) Intrinsic value of restricted stock that vests upon a specified termination or change in control. All shares of restricted stock vest upon a change in control. In the event of the death, disability or retirement of the executive more than one year after grant and prior to the vesting date, a pro rata portion of the award vests and the remainder of the award is forfeited. Upon termination for any other reason, all unvested shares are forfeited. |
CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules promulgated by the Securities and Exchange Commission, we are providing the following information about the ratio of the annual total compensation of our principal executive officer, Frederick J. Holzgrefe, III, Saia’s Chief Executive Officer, to Saia’s median employee’s annual total compensation. For the year ended December 31, 2023, our last completed fiscal year:
CEO Pay Ratio
| • | the median of the annual total compensation of all employees of Saia (other than the CEO) was $68,608; |
CEO Pay Ratio
| • | the annual total compensation of the CEO was $5,730,859, as reported in the Summary Compensation Table herein; and |
CEO Pay Ratio
| • | the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 84 to 1.0. |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. There were no significant changes in our methodology, or in the material assumptions, adjustments, or estimates from those used in our calculation last year. In determining the median employee, a listing of compensation was prepared of all of the approximately 14,000 employees (other than the CEO) as of December 31, 2023, including actual base salary and wages, bonus paid and any overtime paid during the year. Because Saia does not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure in determining the median. Wages and salaries were annualized for those employees that were not employed for the full year of 2023. Saia does not use seasonal or temporary workers. The median employee was selected from the annualized list.
CEO Pay Ratio
| 2024 Proxy Statement | SAIA, INC. | 53 |
CEO Pay Ratio
Below is information regarding the relationship between executive compensation and our financial performance for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020. In determining the “compensation actually paid” to our Named Executive Officers, SEC rules require us to make various adjustments to amounts reported in the Summary Compensation Table because the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table, as well as the adjusted values required in this section by SEC rules.
CEO Pay Ratio
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Current PEO ($)(1) | Summary Compensation Table Total for Former PEO ($)(1) | Compensation Actually Paid to Current PEO ($)(2) | Compensation Actually Paid to Former PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income ($) | Operating Income ($)(4) | | 2023 | $5,730,859 | — | $17,257,547 | — | $2,058,019 | $5,735,521 | $470.60 | $130.87 | $354,857,000 | $460,496,000 | | 2022 | $4,523,872 | — | $(3,078,337) | — | $1,616,138 | $(394,499) | $225.17 | $97.55 | $357,422,000 | $470,488,000 | | 2021 | $4,937,517 | — | $16,313,494 | — | $1,563,271 | $5,643,403 | $361.93 | $120.41 | $253,235,000 | $335,141,000 | | 2020 | $2,430,138 | $2,692,691 | $10,089,077 | $15,866,394 | $948,322 | $2,395,295 | $194.16 | $106.29 | $138,340,000 | $180,321,000 |
CEO Pay Ratio
| (1) Our Principal Executive Officer (“PEO”) and the remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules, are as follows: |
CEO Pay Ratio
| Year | Current PEO | Former PEO | Non-PEO NEOs | | 2023 | Frederick J. Holzgrefe III | | Douglas L. Col, Rohit Lal, Raymond R. Ramu, and Patrick D. Sugar | | 2022 | Frederick J. Holzgrefe III | | Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Anthony Norwood | | 2021 | Frederick J. Holzgrefe III | | Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Rohit Lal | | 2020 | Frederick J. Holzgrefe III | Richard D. O’Dell | Douglas L. Col, Robert S. Chambers, Raymond R. Ramu, Paul C. Peck and Karla J. Staver |
CEO Pay Ratio
| 54 | SAIA, INC. | 2024 Proxy Statement |
CEO Pay Ratio
| (2) “Compensation actually paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted per SEC rules as follows: |
CEO Pay Ratio
| | 2020 | | | 2021 | | 2022 | | 2023 | | | Adjustments | Current PEO | Former PEO | Average non- PEO NEOs | Current PEO | Average non- PEO NEOs | Current PEO | Average non- PEO NEOs | Current PEO | Average non- PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(1,126,107) | $(1,957,361) | $(363,579) | $(2,386,158) | $(588,865) | $(2,394,308) | $(715,715) | $(3,382,889) | $(1,017,459) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $2,839,979 | $5,850,426 | $833,446 | $5,042,837 | $1,215,977 | $1,398,460 | $459,173 | $5,795,923 | $1,743,218 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $5,788,843 | $8,957,943 | $995,686 | $8,003,541 | $3,166,405 | $(4,315,909) | $(1,255,471) | $7,617,848 | $2,228,303 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $156,224 | $322,695 | $103,053 | $715,757 | $286,615 | $(2,290,452) | $(498,624) | $1,495,805 | $723,440 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $(121,633) | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | $7,658,939 | $13,173,703 | $1,446,973 | $11,375,977 | $4,080,132 | $(7,602,209) | $(2,010,637) | $11,526,688 | $3,677,502 |
CEO Pay Ratio
| (3) For the relevant fiscal year, represents the cumulative total shareholder return of the NASDAQ Transportation Index (the “Peer Group TSR”). |
CEO Pay Ratio
| (4) The Company selected measure is operating income which is a GAAP measure used in the annual cash incentive plan. |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following financial performance measures represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2023 to Company performance:
Pay Versus Performance Tabular List
| Company Selected Measures | | Operating Income | | Operating Ratio | | Total Shareholder Return |
Pay Versus Performance Tabular List
| 2024 Proxy Statement | SAIA, INC. | 57 |
How many votes are required to elect the director nominees?
How many votes are required to elect the director nominees? Because this is considered an uncontested election under the Company’s Bylaws, a nominee for director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director fails to receive a majority of the vote for re-election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant. Any director who fails to receive a majority of the vote for re-election pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.
How many votes are required to elect the director nominees?
| 2024 Proxy Statement | SAIA, INC. | 69 |